Manaphage
by Inthend
Summary: When the magic of every unicorn in Ponyville suddenly begins to have a mind of its own, Twilight finds herself face to face with a new breed of creature whose intentions for the meager town are unknown.


Even the stars seemed to glimmer menacingly. Every shallow light cast across the barren landscape folded and shifted as it drew near. A torrent of wind surrounded it, swaying the tall grass and heavy bushes away with every step. The darkness that surrounded it seemed unnatural as if even the light from the waxing moon couldn't penetrate a deep shield of night that it carried. The grass around it wilted as the morning dew that sat delicately on the tips of each blade of grass quickly froze into hard orbs of ice. The stars attempted to illuminate the figure to no avail as it stepped out of the Everfree Forest, the trees bowing before the disfigured silhouette. The creature knew where it was going, where it needed to be. The crescent moon started to drift down the sky, falling endlessly towards the horizon right where the creature was heading. Sharp lavender peaks started to poke over the grassy knolls as the creature followed the moon across the sky. Magnificent white towers began to appear on the side of the closest mountain. Extravagantly ordained gold crowns covered the striking royal palace, every brick and tile glowing in the night sky. But this was not what the creature was looking for; the alicorns were but a mere nuisance. The prize it was after was much more important, much more satisfying.

Auburn beams struck out as the moon finally fell below the horizon and the sun started to rise. The faint outlines of simple buildings started to appear as the figure approached the final trivial, green hill. Small houses and what looked like a tall, round bakery stood reluctantly at the edge of the town. The rest of the town was dotted with tiny houses that spanned a considerable length until it ended at a giant tree on the other end.

Ponyville. How quaint.

The creature let out a shrieking hiss as a ray of light stretched out from the approaching day and sliced through its barrier of shadows, exposing a naked menacing claw to the outside world. The long black claw recoiled into the sheath of darkness as the shadows quickly weaved back together around it. His feast would have to wait. Letting out another deafening shriek, the figure fled back into the dark sanctuary of the Everfree Forest. The creature flew like a raven's shadow across the ground before disappearing completely in the darkness of the forest. The threatening shriek it left behind reverberated across the country side, echoing off of the buildings and shaking the denizens of the simple town who were just waking up to greet the day.

The lavender unicorn woke with a start, a distant scream resonating off the wooden walls of her room. The entire tree seemed to shake at the disturbance, branches and floorboards creaked and moaned and the wind howled menacingly through the small leaks in the windows. The sun had only just started to come up and it was barely light out. A thick orange glow radiated out from beneath her soft white curtains, lighting up the room just enough for the mare to make out the countless bookshelves that surrounded her room.

"Twilight?" the groan came from the floor beside her bed.

"Spike! Are you okay?" Twilight asked scrambling to the foot of her bed to check on her beloved assistant.

"Of course I'm okay… why wouldn't I be?" the baby dragon gave the concerned mare a curious look.

"I thought I heard somepony screaming," Twilight rested her head heavily on the hard wooden footboard of her bed as she looked down to Spike.

"Well I didn't hear anything." Spike grunted, pulling the tiny blue blanket around him tighter and rolling over so that his back was to the unicorn.

Twilight sighed lightly as she lifted her head from the footboard and fell back onto the bed, curling up into a ball and tightening her muscles so that she would bounce almost endlessly on the rickety springs of the mattress. She couldn't help but grin devilishly to herself as she heard Spike groan again and shuffle under his pillow to drown out the squeaking of her bed. Twilight deafly rolled over to her side to stare at the bright orange tendrils that were climbing down the wall beneath her curtains as the bed finally came to rest. Twilight heard a soft sigh of relief from the edge of her bed as she rolled over to her back.

"Hey Spike?"

"What Twilight…" the agitation in the baby dragon's voice was obvious as his muffled grunts came from the foot of the unicorn's bed.

"Nevermind."

Spike let out another annoyed groan as he burrowed deeper into his bed.

Twilight finally awoke to her dark room in the middle of the day, the milky white curtains still sealing off the light from outside. It wasn't like her to oversleep. The room was unnaturally cold for the amount of light that was coming in through the bottom of the curtains. It was the middle of summer, why was it so cold? Twilight let out an exasperated breath as she tossed and turned on top of the constellation adorned covers of her bed. At least she had finally gotten the chance to rest up. She had been busy scanning through her books and studying the stars all night in hopes that she could someday impress even Princess Luna. That would be a wonder – impressing the queen of the stars herself. The unicorn giggled to herself as she pictured the look on the alicorn's face when she corrected her about some constellation. As if that would ever happen.

"Twilight! Wake up! I brought you some grub!" her assistant yelled as he ascended the stairs up to her bedroom.

"Spike! Breakfast in bed, how sweet!" an enormous smile spanned the length of the mare's face as she sat up and squeaked in acknowledgment of how wonderful her number one assistant was.

"Uh… actually this is dinner," Spike said with a strange look.

"You mean I slept all day?" the lavender unicorn frantically burst out.

"I guess so, I kept waiting for you to get up but you never did. You'll be happy to know that I did all my chores and even reorganized your bookshelves for you though!"

Twilight's eye twitched uncontrollably for a moment. She didn't like anyone touching her books, she particularly didn't like having her books reorganized.

"Oh Spike, you shouldn't have!" Twilight's eye continued to twitch as she put on a fake smile, the undertone of what she really meant coming through loudly.

"Oh sorry, I forgot you don't like having your books messed with." Spike apologized while placing the tray that was in his hands on the bed next to the unicorn. Fresh toasted hay, oats, celery stalks, and even a couple marshmallows were all piled chaotically on a small plate. This was dinner? What did Spike eat all day? Her stomach rumbled at the various foods all the same. Reaching out gingerly with her hoof, Twilight gently toppled a celery stalk from the top of the pile so that it would come to rest at the edge of the tray. At least now she would be able to enjoy it without getting her entire face messy. Spike watched on patiently as the unicorn proceeded to nibble away at the celery stalk.

"Good thing you didn't have plans today," the baby dragon finally spoke.

"I know! It always feels like I'm so busy and have something important to do. I'm glad that the one day I slept in was the day I didn't have anything important to do." Twilight continued to nibble away at the celery stalk like a hungry rabbit. She was always a slow eater, even if she was desperately starving. Just as the mare finally finished the celery stalk she brought her head up to pick something else off of the pile. Her nose bumped against the top of the pile, accidently knocking a marshmallow and causing it to tumble down onto the tray.

"RARITY!" Twilight screeched remembering her friend.

"What about her?" Spike asked wincing at the sudden outburst.

"I was supposed to meet her today to try on dresses! I can't believe I forgot! I hope she doesn't hate me!" Twilight squealed as she hopped out of the bed and landed on the hard wooden floor with a thud.

"Oh you're going to Rarity's?" Spike asked bringing his hands up to his cheek.

"Not now Spike…" Twilight sighed, "I need to go now! I'll see you later tonight, okay?"

"Yeah okay…" the baby dragon folded his arms and muttered while watching the lavender unicorn prance across the room and bound out the door.

"Why didn't she just teleport?" Spike asked the now empty room.

Twilight raced down the cobblestone paths of Ponyville towards the fashionista's extravagantly decorated house. The steady clop of her hooves against the ground let out a steady drawl across the small town. Everypony probably already knew about her sleeping in and being late. The deep orange glow of the sun ebbed its way across the darkening sky as the unicorn finally came up to the purple and white building. The partially wet ground was just getting dark enough that the shadows were starting to fade together into a single black blanket that covered the area. The dress maker's lights flicked on just as Twilight went to knock on the door. The sun set quickly as the white unicorn answered the door with a disappointed look that broke Twilight's heart.

"I'm sorry! I never sleep in! I don't know what happened!" the lavender unicorn quickly apologized to her friend. Rarity only stood at the doorway silently and watched as Twilight continued to pour her heart out.

"This never happens! I'm so sorry! Is there anything I can do to make it up to you? Please! Talk to me!" Twilight frantically pleaded for her friend to stop being angry at her. A grin finally broke through the white mare's lips as she looked down at her distraught friend.

"Twilight! Twilight! It's okay dear! Things happen, I'm not mad."

"You're not?" Twilight asked softly, trying to hide a sniffle from becoming so emotional suddenly.

"Not at all dear, now come in and let's see what we can still get done." Rarity motioned her friend in while simultaneously reaching out with her lotus blue magic to levitate an ornate light brown dress coated with pink and red jewels. Long horns of fabric stretched out from the shoulders and crown in nearly random directions. It was quite a regal dress, something that would probably only be worn by royalty.

"Ooh is that a dress for Princess Luna? Or Celestia?" Twilight stood in awe as she admired the magnificent dress.

"Oh no no no, this is a dress for you! This is what I meant to make you for your birthday before I got caught up in all that Canterlot drama."

"OH MY GOSH! THANK YOU!" Twilight squealed while prancing across the room towards the dress. Suddenly the lotus blue magic that surrounded it started to flicker in and out before fizzling out completely. The elegant dress plummeted to the ground and landed with a solid thunk as it crumpled and folded, the jewels scraping across the white marbled floor with a series of high pitched screeches. Rarity cried out as her magic suddenly disappeared and she watched her most prized dress tumble to the ground violently. She had spent months on that dress and now it was ruined! Twilight saw the look of utter hopelessness on her friend's face and slowly trotted over to comfort her.

"It's okay Rarity, it's not completely ruined," the lavender mare dropped her eyes to the floor as she spoke.

"Of course it's ruined! Everything was supposed to be PERFECT! Does this look like perfect Twilight? This isn't perfect Twilight!" the white unicorn whined loudly. Twilight turned her attention towards why the dress would fall to the ground. Wasn't Rarity holding it up with her magic? Magic doesn't just give out randomly. In fact, Twilight couldn't think of an instance when an experienced unicorn ever lost her magic suddenly.

"Well what happened?" Twilight asked the marshmallow unicorn.

"What do you mean what happened? You just saw it! The dress fell to the filth covered floor and now it's RUINED!" Rarity cried out.

"No I mean what happened to your magic? Why did it suddenly give out?" Twilight elaborated.

"Oh… well I don't know, it's never happened before."

"Aren't you concerned? Maybe something's wrong with your magic?"

"Ha!" Rarity snorted stepping over to one of her work benches, "There's nothing wrong with my magic!"

The white mare dramatically pointed her horn at a light gray bucket that held an assortment of vivid crimson rubies on her work bench preparing to prove her friend wrong. A shower of dark blue fluorescent sparks sprayed from the tip of her horn only to be absorbed by the ground a moment later as the two unicorns watched and gasped in surprise. The glowing sparks faded through the entire spectrum of colors as they darted back and forth across the ground, squirming their way to the front door before disappearing through the small slit at the bottom. Rarity let out a loud second gasp as she realized that her spell had failed. She was unable to perform even the simplest of magical tasks. Noticing the expression of horror on the fashionista's face, Twilight suddenly wondered how an experienced unicorn's spell could fail.

"WHAT'S WRONG WITH ME?" Rarity screeched throwing her arms up in the air in an overly dramatic gesture towards the heavens.

"Calm down Rarity," Twilight said coolly, "I'm sure it's no big deal."

"No big deal? NO BIG DEAL? I'VE LOST MY MAGIC TWILIGHT! My magic is GONE! I'm a unicorn without MAGIC!" the white unicorn's voice reminded Twilight of the fashionista's little sister as it rose and squeaked at random intervals throughout her tantrum. Twilight stared half-heartedly as the white mare went on about how she was only half a unicorn and would never be the same.

"RARITY! STOP!" Twilight finally snapped, "I'm sure there's a reasonable explanation."

Twilight calmed down as she scanned the room for any clues. Everything seemed normal. There were no magical items or fluxes or even energy rifts that would interfere with a unicorn's magic. So what would cause magic to just fizzle away like that? The sparks had disappeared under the door, maybe there was something attracting the magic outside. Without thinking, Twilight broke out in a canter towards the door and reached out with her magic to open the door. At this point it was second nature to simply open a door with her magic. In a dazzling display of tiny flickering purple orbs, a shower of fizzled magic erupted from her horn, flooding the room with bright beams of light. The sparks once again fell to the ground and darted towards the door, running through a neon spectrum of visible light before disappearing outside.

"What was that?" Rarity gawked at the purple unicorn who was standing stunned just before the door. Twilight could only move her mouth up and down awkwardly in reply. Another shower of sparks burst from her horn suddenly, igniting the room with a rainbow of blinding light, as the lavender unicorn desperately searched for any spell she could still cast. Bright purple flashes blinded Rarity even through her closed eyelids for several minutes before the unicorn at the door finally broke down into tears. A unicorn was nothing without her magic. That was like taking away a pegasus's wings or an earth pony's hooves. It just wasn't natural. Sniffling lightly, the defeated unicorn slowly got to her feet and reached out with her hoof towards the door. She had to open a door with her own hoof! How degrading.

"Twilight? Where are you going dear?"

But Twilight didn't hear the crème colored mare's words as she dragged her body through the doorway and across Ponyville back to her home. The slumped silhouette of the unicorn trudging through town could be seen from the top of the grassy hill that overlooked Ponyville, a multitude of rainbow dancing sparks racing through the ground towards the dark shadows of the Everfree Forest.

A heavy groan broke the silence of the dark room, startling Spike as he sat up in his small basket-like bed. Bright yellow rays of light cut through the bottom of the room below the windows as Spike quickly scanned the room. He had gotten to sleep in twice in a row? That didn't seem possible - Twilight never let him sleep in. If he was lucky he would get to sleep in maybe once a month. Then where was Twilight? Why didn't she wake him up? Maybe something was wrong. Maybe she was hurt. Spike's mind raced as she thought about all the things that could've gone wrong last night before she got home. Maybe she was abducted by aliens! Or zombies! No! Worse! Maybe she was abducted by a horde of vicious dragons! Or a vicious horde of zombie alien dragons! They would've tortured and probed her! Or just tortured… quite possibly only pro-

His thoughts were cut short as another raspy groan reverberated about the room. Spike stood motionless on his bed as he heard shuffling from behind the footboard of Twilight's bed.

"Twilight? Is everything alright?"

"…"

"Twilight? Is that you? Is everything alright?" he repeated but there was still no response. Carefully stepping down so as not to make a noise, Spike gingerly walked around the foot of the bed to examine the slouched figure who sat in the center of Twilight's bed.

"Are you okay?" Spike asked drawing back as the unicorn turned with bloodshot eyes to glare at him.

"Oh my gosh! What happened to you!"

Twilight continued to glare emptily at her assistant for a few moments before turning away and collapsing on her bed again with another heavy groan.

"_Well that's not good,"_ Spike thought to himself.

"Are you sure you're okay?" Spike asked again just to make sure but there was still no response, not even any recognition of the question as he stared at the lump of the mare on the bed. Would breakfast in bed help again? What time was it? Judging by the length of the light beams across the wall below the windows, it was probably just before or just after noon. The room seemed heavy with something. Maybe Twilight's mood or more likely was just stuffy since a window hadn't been opened in two days.

"I'm going to go out for some fresh air, you need anything Twi?" Spike made one last attempt to connect with the unicorn but the lavender lump on the bed didn't stir.

"Fine…" Spike sighed as he made his way out the bedroom door and down the stairs towards the front of the library house. What would make her act like that?

Spike made his way into Ponyville to find chaos rampant in the streets. Everypony was screaming and yelling as multicolored sparks raced across the ground, darting this way and that as they all seemed to dance towards one general direction. The bright afternoon sun hung high in the bluebird sky, not a cloud to be seen in any direction, as Spike desperately tried to stop somepony to ask what was going on. Some ponies seemed to be chasing after the sparks while others seemed to be trying to run from them.

"Hey what's going on?" the baby dragon asked chasing after a brown unicorn who was diligently following one of the sparks across the ground, but the unicorn paid no attention to him.

"What's happening?" Spike asked another unicorn who was screaming and fleeing from another spark that didn't even seem to be chasing her. The spark would zig-zag one direction before stopping and quickly spinning in circles, inciting a torrent of screams from the unicorn that it coincidently seemed to be chasing. Spike shook his head back and forth as he saw several other unicorns doing the same exact thing, letting out a high pitched screech as a spark would suddenly change direction and dart through their legs. Several sparks would actually bounce off of the unicorn's hooves harmlessly. Was this some sort of game? Spike scanned the area infested with sparks again before finally noticing that everypony there was a unicorn. Maybe it was some sort of special unicorn game. But then why wasn't Twilight playing? Well she did seem antisocial most of the time, so that wasn't really a factor anyway.

"Forget it," Spike finally sighed, an irritated expression plastered across his face. The baby dragon strode back towards his home amidst the clamor of the tiny town, ignoring the squealing of every panicked unicorn that dashed past him as mindless rainbow sparks followed them. How could such smart ponies be so dumb sometimes? Spike's irritation grew more and more at the frantic cries behind him until he finally threw the door open to his library home and let out a deep, throaty groan into the empty room.

"Unicorns can be so annoying sometimes," Spike said to himself, "speaking of which." The baby dragon slowly made his way back up the staircase to Twilight's bedroom, throwing open the door with a heavy slam of his fist against the hard wood. The door screeched open and let out a devastating crash as it smashed into the wall next to the doorway. Spike grinned to himself as he saw the lump on Twilight's bed leap into the air and cry out with surprise.

"By Celestia Spike! What the buck are you doing?" the unicorn snapped her attention to the baby dragon who stood at the doorway with a smirk on his face.

"Awake now, aren't you?" his smug expression infuriating the lavender unicorn even more. Twilight only glared down at her assistant menacingly as he made his way up to her bed.

"Aww come on Twi, you're missing all the fun!"

"What fun?" Twilight almost spat the words at him.

"All the unicorns are getting together to play stupid unicorn games and you're missing out!"

"Unicorn games? What unicorn games?" Twilight's expression of utter disdain suddenly turned into curiosity as she cocked her head at the baby dragon.

"I don't know. They're all running around out there acting like the color changing sparks are chasing them." Spike raised his eyebrow as he waited for Twilight to give him some history lesson about the importance of the game and what it symbolized in the unicorn world.

"Color changing sparks?" a horrified expression suddenly twisted across the unicorn's face as she leapt out of the bed and darted to the window to look outside. She recoiled at the bright light as she opened the curtains into the evening sun. The outlines of frantic unicorns started to appear through her blurred vision as she squinted to make out what was happening. Sure enough, hordes of unicorns were either chasing or running from multicolored sparks that danced across the ground while fading from blue to white to purple to red and so on. Twilight sat observing for several minutes until she finally realized that the sparks were all slowly heading towards one direction. Some made direct paths while others danced around for a few moments before quickly darting the same direction. Something was sucking the magic out of Ponyville, out of the unicorns. Twilight let out a long sigh of relief as she realized that she and Rarity weren't the only ones who had lost their magic. But what was stealing the unicorns' magic? Whatever it was couldn't be good.

Twilight raced down the stairs and outside as the sun was just beginning to set, the deep red glow slowly fading away allowing the stars to twinkle. Unicorns were still screaming and crying out as the sparks continued their dance towards the small grassy knoll on the other end of town. The glow from the sparks lit up the entire ground, lighting a path for Twilight to follow as she galloped her way towards the location of whatever was pulling them. Dark shadowed figures started to appear before Twilight could even get to the top of the hill, their black outlines fading in and out. Finally rearing over the top of the knoll, Twilight gasped as she saw the shadowy figures standing in a circle concentrating in the center. Each one stood about half the height of a two story house with shadowy tendrils arcing out and spinning like small vortexes as they dislodged and dissipated away from the figures. The mysterious creatures were like black spikes that pointed up to the sky. They almost resembled trees with black cloaks draped around them as they stood motionlessly staring at whatever was at the center of the circle.

The sparks continued to dance across the ground around Twilight as they made their way towards the center of the circle and disappeared into the depths of a shadowed dome. It was transparent and rippled slightly within the circle with every spark that passed into it, darkening every shadow that could be seen. The area around the figures was unnaturally dark as if they leeched the light from the stars to empower the shadows around them. What were they doing? Her question was immediately answered as the last color changing spark raced past her and into the black dome. The figures hovered closer to the center of the circle as the dome started to glow a dark purple, sending out waves of pulsating energy that further darkened the area. Suddenly the waves of energy stopped as the figures bent over the dome and ravenously started to claw and tear at its protective outer layer. They seemed desperate to get whatever was inside.

The sound of nails scratching across rocks echoed throughout Ponyville as chunks of the dome started to break off and the creatures hungrily tore into the slivers in their shadowed claws. The inside of the dome was the same dark purple color as the waves of energy that it had been pulsating a few moments ago. Twilight stood frozen at the top of the hill unsure of what the creatures would do if they knew she was there. She watched as the dome was quickly devoured by the creatures, pulsating one last time as one of the figures shoved the last shattered piece into its maw.

Within minutes Twilight had already deduced what the creatures were doing. They were obviously feeding on the magic of the unicorns, using the dome as a sort of focus to attract and condense the magic into a solid.

"Hmm." Twilight said aloud suddenly. The creatures' hooded faces suddenly snapped to the unicorn who stood paralyzed at the top of the hill. Dark amber eyes started to fade into a deep red as each shadowy figure stretched their jaws impossibly wide and let out a long, sharp demonic shriek that echoed throughout Equestria. Twilight's blood ran cold as the shrieks built up and the creatures suddenly flew through the air towards her faster than anything she had ever known. Their outstretched claws gleamed even through the shadowed barrier they wore as they drew closer. Twilight shut her eyes tightly and wished to be in a safer place as she waited for the first strike. Time seemed to stop as the first shadowy figure reached out with its black claw and slashed at the fragile unicorn. The moment the claw touched Twilight she felt a surge of magic return to her and she instantly teleported away in an arc of bright white light.

Twilight appeared in her bedroom in another flash of white light just behind Spike who was trying to look out the window from the tips of his toes. The baby dragon flipped around ready to cry out but instead sighed in relief as he saw the lavender unicorn standing there.

"Is everything alright? What happened?" he asked in bewilderment.

"Everything is fine as long as I can get a protection spell up soon," Twilight ground her teeth nervously, "hopefully I have enough magic."

Spike turned and watched out the window as fingers of white light began to weave together just outside of the library and form a glittering magical bubble around them. Twilight let out an exasperated breath as she collapsed onto the ground and lay there panting for a few moments. Malefic shrieks could be heard from outside as shadows began to whirl around the protective bubble.

Then it suddenly went quiet.

The shadows faded away and everything went still as Twilight and Spike waited patiently for something to happen. Neither of them moved as several silent moments passed.

"What were those things?" Spike finally asked stepping over to help the unicorn up from the floor.

"I don't know Spike, I imagine some sort of magic vampire. I've never read anything about these creatures, but I think Ponyville is safe for now."

"But what about your magic? What about all the unicorns' magic?"

"It'll come back," Twilight responded confidently, "they can never take the pure essence of unicorns that generates magic."

"Actually they can," a fluid voice came from the corner of the room.

"Princess Celestia! What are you doing here?"

"I came here to make sure you and the other unicorns were alright, it's not every day that manaphages invade a helpless town."

"Manaphages?" Twilight asked in a concerned tone.

"Yes," the princess replied lightly, "creatures that feed on the regenerative properties of magic."

"You mean like healing?" Spike asked.

"More like the regeneration of magic itself. You see, without regeneration unicorns would eventually drain themselves of their magic. That's why there is an underlying resource that we call mana which regenerates magic over time."

"So what should we do?" Twilight finally asked looking up at the princess.

"I'll handle it," was the only thing the alicorn said as she strode away.


End file.
